Except When It Makes All The Difference
by furryewokazon
Summary: Set during 'Sexy' taking place after the conversation in Santana's bedroom. This was written as a companion piece/ sequel of sorts to my other story, 'Lucky The Plumbing's Different' which takes place before that conversation.


Santana entered her room and collapsed face down onto her bed, smothering a frustrated groan into her pillow. Dinner had been a disaster- well not really- but for Santana, whose black and white take on teenage life had been turned upside down earlier by her best friend's suggestion to let a whole lot of colour in, all of a sudden everything felt too bright and far too intense for her to process. Thankfully her father had had to work late again so she'd only had to keep her confronting thoughts in check in front of her mother, who had insisted on making small talk completely unawares to the two girls playing footsies under the dining table.

Brittany had started it of course, when her sock-covered foot had gently reached out to trace Santana's arch. Santana had instantly seen through Brittany's suggestive play, understanding that Brittany was really trying to gauge what exactly Santana was thinking after their conversation in her bedroom by reaching out to her. Santana was still too wound up from going down on Brittany only minutes earlier to ignore the touch. She opted to get through dinner without any awkward exchanges by falling back on what she knew would distract Brittany and reached with her toes to tickle at Brittany. It would reassure the blonde that everything was fine between them- even if it was merely a farce used to buy her more time.

The momentary dip in the bed was the only warning Santana received before Brittany's body was pressed flush against her back and the girl was giggling into her neck as she pressed all of her weight down onto Santana. There was no warning for the warm mouth suddenly pressing wet kisses on her pulse point or for the hand that wasted no time in sliding underneath Santana to squeeze her breast.

"_Brit_…" Santana moaned into the pillow unable to deny the want still humming through her body…

_'Because with feelings it's better.'_

Except Brittany's pointed words from earlier that night kept ringing in her head distracting Santana even from the tongue that was now rimming her ear.

"Brit wait," Santana mumbled. Her head was still burrowed into her pillow muffling most of the sound.

Brittany either didn't hear or chose to ignore her as the hand on Santana's breast began pinching at the stiff nipple, tweaking it roughly through cumbersome layers of clothing. Santana's hips bucked against the bed on reflex and Brittany went with her grinding down hard against her arse in support of the motion.

For a split second Santana considered just giving in to her arousal- she was so turned on that she was certain she could get off on Brittany merely driving her to rub her hips against the bed and letting friction do the rest.

_'Because with feelings it's better.'_

Santana gasped at the familiar tingle in her stomach heralding that an orgasm was within reach and with renewed vigour managed to roll Brittany off her back, enforcing a safe distance between them as they both lay panting and staring at each other.

Brittany looked confused despite the arousal shining brightly in her eyes. She was looking to Santana for answers that the Latina still hadn't found yet. All she knew was that Brittany's earlier plea to acknowledge that there was something more going on between them beyond friends with benefits, had Santana thinking way too much into those things she usually took for granted with Brittany- like sweet lady kisses. And orgasms. Those thoughts she'd always repressed about what their special intimacy could mean for her and for 'them', were all threatening to overpower her and she had to look away from Brittany to keep them from spilling from her mouth in a desperate grasp for an explanation.

"I don't think we should do…_that_," Santana struggled to brush the situation aside. She definitely wasn't doing what her body desperately craved but she thought she was making the right decision for the both of them in the long run. She also didn't trust herself not to reveal too much to Brittany who would now only be on the lookout for any crack in Santana's façade as a clue to understanding what she could be hiding underneath. "It's getting late, and we have school tomorrow."

Brittany didn't respond other than a very dubious look as she watched Santana get up and make herself busy going about her nightly routine. School the following day, of all things had never stopped them before…

Santana tossed Brittany a shirt to sleep in and then awkwardly turned her back on the watching blonde as she quickly discarded her tank top and bra and pulled on the loose sleep shirt before sliding her skirt down her legs. Running a hand nervously through her hair she moved over to the lamp on the dresser by the bed and turned to look expectantly at Brittany.

Brittany sighed loudly having no other option but to accept Santana's imposed bed time and stood up to rid herself of her clothing- making a point of not looking away from Santana in doing so. She stripped down to her underwear and ignoring the shirt Santana had tossed her way, climbed back into bed topless making herself comfortable beneath the covers.

Santana blushed at the thought of an almost naked Brittany waiting for her in her bed but managed to flick the lamp off in time to hide her face in the darkness that swallowed the room. She then moved towards the bed getting momentarily snagged on some of the clothes haphazardly scattered on the floor. When she finally gathered enough nerve to climb under the covers she had admittedly expected Brittany to already be nestled on _her _side waiting for her… but Brittany was still way over the other side of the bed and out of reach.

"I thought you wanted sex," Brittany's soft confused voice reached across the bed to her. "I thought it was why you asked me to stay over."

Santana's heart pained at that- she didn't want Brittany thinking that sex was all she wanted from her. She hurriedly wiggled across the bed and pulled Brittany into an embrace- using all her compartmentalizing ability to not think about all the naked skin she was pulling against herself. Brittany didn't even fight it, melting into Santana and wrapping her arms and legs around her seeking comfort.

"Hey, you're my best friend. That's why I wanted you to stay okay," Santana murmured warmly into Brittany's hair. "Sex is just something we do sometimes… and yeah okay we do it a lot… but that doesn't change the fact that we're **friends**."

Santana's emphasis at the end sounded forced even though Santana was trying to be concise and reassuring. It sounded like she was trying to convince herself of the 'just friends' fact just as much as she was Brittany. She squeezed her eyes shut tight hoping Brittany wouldn't pick up on it.

"San, is this all because of what I said before about feelings?" Brittany asked not missing a beat. Gone was the insecure voice of moments ago to be replaced with curious amusement. Suddenly Santana's out of character behaviour was making much more sense to her.

"No" Santana squeaked lamely, embarrassed at being caught out.

"I didn't mean I wanted us to stop silly," Brittany whispered as she started nuzzling Santana's neck playfully.

"Yeah but, if you're thinking that way-" Santana didn't know how to explain it to Brittany- she had always relied on their relationship being simple; They could get away with doing whatever they wanted without ever having to worry about acknowledging that it _mean_t something. If things started having meaning then there were _implications _to their actions…

It was odd for Brittany to be seeing Santana like this- all nervous and unsure of herself when she was usually so confident. She almost sounded… _scared._

Not being able to stand the tension any longer, Brittany pulled back from the embrace just enough to seek out Santana's lips in the dark for a soft reassuring kiss.

The press of Brittany's lips against hers was enough to clear Santana's head and she found that if she just focused on the _mechanics _of it all- namely how good Brittany's touch could make her body feel- then it was easier to just give in to the blonde's intentions.

Brittany peppered an encouraging dusting of soft kisses to Santana's lips not at all perturbed by the fact that Santana wasn't returning the kiss. She could feel her friend's hand on her hip start stroking small circular patterns on the skin there so she knew Santana was simply enjoying the attention and letting her body be reminded that she was still craving release following their heated session of _sweet lady kisses_ earlier.

It didn't take long for Santana to loosen up under Brittany's ministrations, opening her mouth to allow the blonde to deepen the kiss. Brittany didn't fail to miss the invitation and slowly licked at Santana and then again, encouraging her to respond. When their tongues finally touched it was almost shy as they tentatively licked at each other, drawing out the incredible texture created by their wet tongues stroking each other.

Santana realised that Brittany was not fully embracing her dominant role because she was waiting for a clear indication from Santana that _this_ was okay and that the Latina wanted it to continue. So the duo continued to tease out the kiss, pressing their heated mouths together without urgency and enjoying the change of pace from their usual hunger. Santana had to admit that the gentle, sensual caresses were having a powerfully erotic effect on her and before she even realised that her hands were now firmly clinging to Brittany's back, Santana caught Brittany's tongue and sucked firmly on it wanting _more _of her.

Brittany's hand flew to Santana's hair and she grasped the darker girl's head pulling her in as she tilted her head and slanted her mouth to deepen the kiss. The dancer's body desperately arched into Santana, pressing their chests together and Santana responded by holding her there snug against her.

They continued lying there pressed flush together with their hips rocking ever so slightly against each other as each stroke of their once patient kissing continued to intensify until they were balancing precariously on the edge of falling in to complete abandon.

Brittany's hands strayed under Santana's sleep shirt and very decisively raised the material, expertly removing it from her friend before crushing their bodies together once more. Having broken the kiss to remove the offending garment, Santana curled into Brittany and burrowed her face into her neck to breathe in the scent of her and taking a moment to really appreciate the sensations brought on by their touching skin.

"I want you," Santana admitted suggestively as a warm exhale against Brittany's neck.

Brittany pulled back to look into Santana's face. The room was dark but their eyes had adjusted by now to be able to focus on one another at such an intimate range. Her expression was full of passion as she locked on to Santana's eyes.

"I want to try something," Brittany announced.

Santana's face flushed and she was thankful that the dark could at least hide that.

"Brit- I'm all for your kinky side but I kind of like the _regular _way we do things…" Santana said seeing the humour in the moment.

"Please San," Brittany continued as she stroked Santana's hair, "I promise that if you don't like it we can forget it ever happened."

Santana swallowed at the serious way Brittany was pushing for this and she found herself nodding her consent. To be honest she was nervous about what Brittany had in mind but her curiosity was too overpowering.

Brittany's face broke out into a huge smile and then she was powerfully kissing Santana again and pushing her onto her back so she could climb on top of her.

Santana mused that she should be more embarrassed by how turned on such a simple action as Brittany topping her could make her but then Brittany's hands were on the move again and Santana was having a hard enough time focusing on returning the kiss as it was…

Brittany made herself busy making sure Santana was more than ready for the bombshell she was about to drop hoping that the girl would be too far gone with arousal to put up much of a fight. Brittany _needed _Santana to see what she was certain was there…

Dropping her head to Santana's neck, Brittany nipped at the skin she found there before moving up to swirl her tongue in Santana's ear again knowing how much her friend liked the wet sensation. Santana's hips twitched in approval and Brittany pressed her body down against them trapping the girl hard against the bed. Santana whimpered in protest but it soon turned into a gasp as Brittany lapped at her ear again. Brittany left a departing bite on the earlobe before returning her attention to Santana's mouth for a hard open mouthed kiss.

Unable to move her hips to generate the friction she was craving, Santana impatiently grabbed at Brittany's hand and brought it to her breast telling her she needed her touch there. Brittany smiled into the kiss but didn't let her friend down as her hand gently cupped the impressive mound and started palming the flesh.

Santana moaned into the kiss and Brittany pulled away to stare down at her, watching as her friend's mouth opened and closed in small gasps every time Brittany squeezed her tit.

Knowing Brittany was watching her Santana blushed and averted her eyes.

"What are you looking at?" Santana asked self-consciously, eyes looking everywhere but at the girl hovering inches above her.

"You," Brittany answered confidently and brushed her thumb over Santana's nipple.

"_Oh,_" Santana gasped.

Brittany continued to play with Santana's breasts, enjoying watching the way her friend squirmed with arousal at her touch. Though Santana was clearly uncomfortable under her gaze, it was obvious she couldn't help her body's natural reaction to Brittany's unrelenting attention to her chest.

Brittany leaned down and kissed Santana trying to reign in her attention once more. When Brittany pulled her lips away but kept their foreheads pressed together, Santana kept her eyes squeezed firmly shut refusing to make eye contact as Brittany continued to squeeze a stiff nipple between her thumb and forefinger. Brittany smiled wryly; she was used to this sort of behaviour from her friend.

"I want you to look at me," Brittany whispered down to her.

Santana whimpered in protest and Brittany tweaked her nipple again more forcefully.

"**Please **San," Brittany pleaded. This was what she wanted for them.

At her friend's tone and insistent fingers Santana gave in and opened her eyes only to gasp at the intensity at which Brittany was blatantly appreciating her. Santana felt herself blushing all the more furiously.

Brittany squealed in delight at the eye contact, rewarding Santana with a quick peck before pulling back once more to watch Santana's reaction as her hand left her breast and trailed down her friend's body to the waistband of her underwear. Shifting her weight so she could reach Santana better, Brittany's hand dipped lower to softly trace the length of Santana's slit through damp material.

"_Brittany_…" Santana gasped as her hips arched into the touch and her legs fell open giving the blonde more room.

Brittany cupped Santana's sex, revelling in the heat emanating from down there and smiled affectionately down at Santana. Santana's eyes flicked away for a second but inevitably returned shyly when Brittany refused to look away. Brittany was blushing too now at the feel of her friend's arousal, so swollen and moist in her hand. It was incredibly hot for her, knowing that she alone was responsible for it.

Santana wanted to ask for more but her voice was lost under Brittany's piercing look. Her hand was a vice squeezing Brittany's shoulder at the sweet but torturous contact that was Brittany's hand pressed so intimately against her, but other than that she was lying there frozen and ready, willing Brittany to move.

Satisfied she had Santana's full attention, Brittany removed her hand and made short work of her friend's last remaining piece of clothing, stripping it from her shapely legs and tossing it away. She then crawled back up Santana's body settling between her legs with a hand still poised somewhere below ready for action but not yet touching her.

"Hi," Brittany whispered adorably as she re-established their locked eye contact.

"Hi," Santana echoed shyly. Santana felt incredibly vulnerable under Brittany's scrutinizing gaze but she trusted Brittany- she really did.

Santana raised her head to press a chaste kiss to Brittany's lips, keeping her eyes open and trained on Brittany the entire time. She then reached up to pull what remained of Brittany's pony tail free, enjoying when the girl's long locks fell to drape a curtain around their faces all the more reinforcing the intimacy of what they were doing. This eye contact thing was a confronting mixture of intimidating and terrifying but now that she had embraced it she realised she didn't want to look away ever again. This- what Brittany was doing to her was real- and she wanted to see the look on Brittany's face when she did it.

For a moment it looked as though Brittany was about to cry as she noted the change in Santana's expression but then she sent Santana a dazzling smile and returned her hand to Santana's swollen slit with a single stroke from her well-practiced finger.

Santana whimpered through her returned smile. She could already tell that Brittany was going to draw out this experience for all it was worth and Santana just had to lie back and accept Brittany's lazy pace. She would readily take whatever Brittany was willing to give.

Brittany slowly stroked her again with her whole hand this time, slipping easily through the wetness collecting there. She wriggled her fingers spreading the fluid over swollen lips as her palm pressed firmly against Santana's clit.

Santana's hand that was not already gripping Brittany's shoulder, settled to grasp at Brittany's neck and she found she could use her hands as a lever to pull up trying to cling to the pressure Brittany was giving. But then Brittany's hand was sliding lower and one finger slowly pushed through her folds to enter her, not stopping until she was all the way inside.

"_Oh Brit_,"

Santana's slick inner walls had swallowed her finger greedily and Brittany rotated her wrist one way and then the other enjoying the way her hand sloshed around so easily in Santana's arousal.

Meanwhile Santana was circling her hips in the opposite direction to Brittany's movement, whimpering every time Brittany changed direction on her. When Brittany entered her with a second finger she rolled her hips hard into the touch with a deep moan.

"_Oh God, Brittany… ughh_," Santana's whole body was wriggling with her efforts to roll against the fingers penetrating her. She stared up at Brittany's face through hooded eyes.

Brittany's cheeks were burning at the sight of Santana so obviously turned on and desiring her touch. Just watching Santana was sending jolts of pleasure down to her own centre. The fact that she was also inside Santana while Santana was staring straight at her telling her exactly how good it felt was taking her to a whole new level of arousal.

Brittany pulled her hand back and before Santana could even register its retreat she was pushing the fingers straight back in again.

"_Uh_," Santana gasped and her hand fell to her sides to grasp at the now twisted bed sheets. She arched off the bed trying to follow Brittany's hand as she pulled out only to be rewarded when she thrust back inside again. She couldn't help it- her eyes closed of their own accord at the pleasure she was experiencing.

"Look at me San," Brittany reminded her huskily as she continued to thrust her fingers deeply into her in a slow but steady rhythm.

"It's a little hard when you're – _oh fuck me_, when you're pumping in and out of me like that…" Santana muttered rebelliously.

Brittany chuckled at Santana's tone but pressed their now sweaty foreheads together once more,

"Come on _honey_, just look at me, please."

Brittany's tone was so delicious that Santana forced her eyes to open again opting to squeeze the bunched bed sheets in her fists whenever she felt the desire getting the better of her.

Brittany bit her lip at the look in Santana's pleasure filled eyes and increased the pace at which she was pushing into her.

Santana started panting and grazed a few open mouthed kisses against Brittany's face, all the while maintaining eye contact. Brittany pushed against her, rubbing their noses together as her thumb reached up to flick Santana's clit between thrusts.

"_Brit Brit,_" Santana whined hotly and started humping Brittany's hand with abandon.

The feeling of it all was getting too much to handle. Santana knew she wouldn't last much longer. She blindly reached for Brittany's other hand and threaded their fingers together squeezing hard while she battled to keep her eyes from closing.

"That's it baby," Brittany whispered to her as she curled her fingers inside her on the next hard stroke.

Santana groaned her approval as Brittany hit her in just the right spot. Her trembling legs opened impossibly wider and as her inner walls clutched at Brittany's insistent fingers she felt them curl inside once more and was undone as her orgasm ripped through her.

Santana held on to Brittany for dear life squeezing her hand as rode out her orgasm on a silent moan before crushing their mouths together recklessly for a bruising kiss.

Santana was still twitching around her fingers when Brittany pulled out of her and broke away from the kiss to kneel over Santana and stare down in awe at her, remembering what she'd seen in her eyes as she tumbled over the edge. She was panting hard and didn't even realise her hips were moving absently with need in the air.

Santana was still recovering from her own climax but she didn't hesitate to reach up and offer the small assistance she could as she pressed her hand hard against Brittany's soaked underwear giving her something to grind against. She pushed her wrist up hard against Brittany's clit and maintained a steady pressure as Brittany gasped in satisfaction and then started pushing against her with urgency.

It didn't take much of that for Brittany to climax in turn as she watched Santana's attentive face focused on helping her- determination burning in her eyes. Brittany tensed with her release and collapsed heavily on top of Santana.

They lay cuddling like that; Brittany on top of Santana with her head nestled into the flushed skin of Santana's neck as they both tried to calm their breathing. Santana stroked the back of Brittany's head, brushing her hair with her fingers as she tried to get a grip on what she was feeling. She was bursting with emotions she'd felt for Brittany for years but had never been able to identify- had never been _willing_ to identify. Now they seemed _impossible _to ignore….

"I think you like looking at me," Brittany purred into her ear.

Santana tensed upon realising the implications of what they'd just done. She'd always avoided eye contact for a reason; because it made everything _real_. Now that she and Brittany were _'real_' then what were they?

"What are you trying to prove?" Santana questioned defensively, her words coming out far harsher than she intended; far harsher than one would have considered possible following what they'd just done together.

Brittany literally recoiled, rolling off Santana and staring at her with more than a little hurt clouding her expression. Their magical moment was broken.

"I just wanted to show you it could be **better**," Brittany answered honestly. Her disappointment at Santana's reaction was heartbreaking.

Brittany pulled away from their embrace and rolled to the other side of the bed away from Santana and turned her back on her. Santana was sure she heard a few muffled sobs coming from the figure she could no longer see.

"Wait Brit," But Santana honestly didn't know what to say to comfort the girl. '_Better_' was an understatement. Santana was pretty sure what she had just experienced was the most meaningful sex she'd ever had … and it was with her best friend. There was no going back now. Everything- _everyone _else would only pale in comparison.

She was still tingling from her life changing orgasm when she scooted across the bed to wrap her arms around Brittany's trembling body. The taller girl tensed as soon as she felt Santana's touch but didn't fight the embrace.

"We'll speak to Miss Holiday tomorrow," Santana whispered reassuringly into Brittany's ear. "She'll know what to do."

Brittany didn't respond but brought her hand to Santana's where it rested on her naked stomach and threaded their fingers together. They were both scared and confused but at least they were in this together.

__**_And you all know what comes next..._**_**  
><strong>_  
><em>fin.<em>


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